Andrew Hack - Jul 28, 2021 Form 3 Insider Report for Nuvalent, Inc. (NUVL)

Role
Director
Signature
/s/ Andrew A. F. Hack
Stock symbol
NUVL
Transactions as of
Jul 28, 2021
Transactions value $
$0
Form type
3
Date filed
7/28/2021, 09:29 PM
Previous filing
Jun 15, 2021
Next filing
Aug 4, 2021

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
holding NUVL Series B Preferred Stock Jul 28, 2021 Class A Common Stock 2.64M See footnotes F1, F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Each share of the Issuer's Series B Preferred Stock is convertible, at the option of the holder, into 0.1858 shares of the Issuer's Class A Common Stock and will automatically convert immediately prior to the closing of the Issuer's initial public offering. The Series B Preferred Stock has no expiration date.
F2 Represents shares of the Issuer's Series B Preferred Stock held by Bain Capital Life Sciences Fund II, L.P. ("BCLS II") and BCIP Life Sciences Associates, LP ("BCIPLS" and, together with BCLS II, the "Bain Capital Life Sciences Entities").
F3 Bain Capital Life Sciences Investors, LLC ("BCLSI") is the ultimate general partner of BCLS II and governs the investment strategy and decision-making process with respect to investments held by BCIPLS. Dr. Hack is a Managing Director of BCLSI. As a result, Dr. Hack may be deemed to share voting and dispositive power with respect to the securities held by the Bain Capital Life Sciences Entities. Dr. Hack disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.